Hell in Equestria
by Riclo
Summary: A portal from hell opens up, causing demons to pour out uncontrollably. The whereabouts of Celestia and Luna being unknown afterwards. In order to close the portal, the mane 6 must get the Elements of Harmony, located in Canterlot. But with demons at every corner, how can they manage? It seems a well known marine must get back into the fight once more.
1. Chapter 1, Only the beginning

**A/N: Chapter one here! Hope you enjoy. I've been putting a lot of effort into this. End A/N**

They were everywhere. "Demons" As we called them. Demons that killed without a second thought. Demons that ran rampaging through streets. They came out of nowhere, and brought with them a hell-storm.

It all happened just a few days ago, although it seems like just yesterday.

_Three days ago..._

Twilight was currently reading the new magic books she got from the Canterlot Library.

"Alright! Another one read." Twilight exclaimed, levitating the book away while getting another book, placing it in the same position as the last. She proceeded to open the book, beginning to read yet another book.

"Jesh, Twilight. Don't you ever take a break? You've been reading those ever since you got them this morning!" Spike stated, walking into the room.

"You know I love reading, Spike. I just can't stop! Books are so...interesting!" Twilight replied, not looking up from her book.

"But you should still at least take a break. It's been seven and a half hours!" Spike responded, taking the books Twilight read and putting them on their rightful position on the bookshelf.

"I guess you're right. Maybe I should take a nap." Twilight said, closing the book she was reading and getting up.

A loud sound was suddenly heard near the door. The two looked over there to see Rainbow Dash.

"What is i-"

"Twilight! You have to come quick! You gotta see this!" Rainbow interrupted, flying back outside.

Twilight was confused, but walked over to the front door along with Spike, them both stepping outside.

"What is it Rainbow?" Twilight asked in confusion, looking up at Rainbow who was hovering above them.

"There's this weird line-y portal that opened up just outside of town! Everypony is over there right now. I thought maybe you would know what it is." Rainbow answered, gliding in front of them.

"Where is it located?" Twilight proceeded to ask.

"It's right over there. Follow me!" Rainbow replied, flying off in a direction. Twilight and Spike ran after her to try and keep up.

Within a few minutes they arrived. Just about all of the residents of Ponyville were already there. Pegasus were hovering above, all looking in one direction. Twilight and Spike managed to push through the crowd, while Rainbow simply glided above them. They all arrived at the front, enabling them to see the portal.

The portal itself looked like someone had just cut the fabric of space, leaving an empty gap. It was very thin, however. Almost like something was trying to go through, but there wasn't enough room.

"What is that? I've never seen anything like it, or read anything about it either!" Twilight stated in surprisement.

"It appeared about twenty minutes ago. At least that's when it was found by Lyra Heartstrings. Nopony knows how it got there." Rainbow responded, landing to the side of them.

"What should we do with it?" Spike asked, looking at Twilight.

"I'll go notify Princess Celestia. Maybe she'll know what to do." Twilight replied, levitating Spike on her back. She proceeded to turn around and run back, pushing ponies out of the way. After clearing through the crowd, she began to make her way back to the library.

Within a few minutes she arrived. She opened the front door while levitating Spike off her back. Twilight proceeded to levitate out a paper, along with a quill. She placed them on a desk, and proceeded to write the letter.

_Dear Princess Celestia._

_A strange portal has appeared on the outskirts of Ponyville. No pony knows where it came from, or what will happen, but it would be best to be on guard. Nothing has come out of it yet, but it may only be a matter of time. If you know what this is, please let me know._

_Your faithful student - Twilight Sparkle._

Twilight then scrolled up the letter, before proceeding to hand it to Spike.

"Send this to Princess Celestia." Twilight stated.

Spike proceeded to engulf the letter with green flames, causing it to soar out the window.

"Guess we'll just have to wait for a response."

As if on cue, Spike burped up a letter. Twilight quickly took it with her magic and began reading aloud.

"_Dear my most faithful student, Twilight Sparkle. I have received your letter, and am personally coming to investigate myself. Whatever this is, it can't be good. I will be arriving at the portal in the next few minutes to see for myself just exactly what this is, and what is trying to come from the other side. I will be expecting you there._ You hear that Spike? We need to run back there." Twilight proceeded to levitate Spike onto her back while walking over to the door. She then opened it, and proceeded to run in the direction where the portal was.

Within a few minutes she arrived, the crowd still there. She pushed through them all, until arriving at the front. At about the same time, a carriage lowered off to the side. Princess Celestia coming out shortly afterward.

"Princess Celestia!" Twilight called out, running over to her.

"Hello Twilight Sparkle. I gather this is the portal?" Princess Celestia inquired.

"Yes, it is." Twilight answered, looking up at her.

"Very well. Let me see what I can find." Princess Celestia replied, slowly walking toward the portal.

"Be careful!" Twilight warned, watching her walk toward the portal.

She eventually made it right in front of the portal, Twilight watching intently in case something were to happen. The crowd suddenly becoming quiet. Celestia proceeded to close her eyes, her horn glowing a bright white light shortly after. This proceeded for a few minutes, until she shot her eyes open and quickly looked at Twilight.

"Twilight Sparkle! Gather your friends and get in the carriage now!" Princess suddenly ordered.

"What is i-"

"There is no time to explain! Gather the Elements of Harmony and get back here as soon as-" She was interrupted by a loud cracking noise.

"Go now!" Princess Celestia commanded.

"Rainbow Dash! Pinkie Pie! Rarity! Applejack! Fluttershy! Get over here now!" Twilight shouted into the crowd. Slowly they all began to appear from the crowd, running toward Twilight.

"What is it Twilight?" Rarity asked as she walked up to her.

"Ya Twilight. What has ya upset? Is it something with tha strange portal thingy?" Applejack added.

"We have to into the carriage over there now! We need to get the Elements of Harmo-" Twilight was interrupted by another loud cracking sound, followed by the bright red light coming from the portal. She looked to see the portal widen, Princess Celestia flying away from it.

She watched as a strange brownish creature, standing on two legs with spikes coming out from it's sides, walked out of the portal.

"What...is that?" Twilight asked, eying it closely.

Another one began to walk out, causing the crowd to back away.

"Everypony! Run now! Run to your homes and hide!" Princess Celestia loudly commanded.

After this, ponies began to panic, running back into the town.

"We need to get to the carriage!" Twilight said to the group.

They proceeded to run toward the carriage. However, as they approached, a projectile made contact with the carriage, causing it to blow up.

"What in the tarnation!?"

"The carriage is gone! What do we do!?" Twilight asked, beginning to panic.

They proceeded to look behind them. What they saw would stain their lives forever.

The ponies who didn't escape in time were...dead. Some missing limbs, some without heads, some so destroyed you couldn't even recognize them. Princess Celestia, however, was no where to be found. Some of the demons that had come out, began to walk to the group.

"They're..." Rainbow shook her head to try and snap out of it. "They're coming in this direction! We have to hide somewhere!"

"But where?"

"Everypony." Twilight began, trying not to pass out on the spot from the horror. "We're going to have to hide in my basement until Princess Celestia can fix this problem."

"Didn't ya hear what Princess Celestia said? She can't close the portal without the Elements of Harmony!" Applejack responded, looking at Twilight

Twilight just shook her head. She couldn't think right. This couldn't be happening. This all had to just be a nightmare.

"Twilight?"

"I...There's nothing we could do!" She suddenly shouted, startling Applejack. "We don't have any way to get to Canterlot! I don't see Princess Celestia anywhere, and I can't teleport all of us there!"

"Then what can we do?"

"Girls..." Rainbow started. "We might want to get out of here now. They're closing in on us."

"I don't know what to do!" Twilight replied.

"Calm down Twilight!" Applejack responded.

"Calm down? Do you see what is happening around us Applejack!? How the buck can I calm down!?"

"HEY!" Rainbow shouted, getting the attention from the group. "They're closing in on us! We have to get out of here!"

"She's right, Twi. We need ta get outa here! We can talk over what we're going ta do later." Applejack responded.

"O-Okay. Everypony, follow me."

They all proceeded to run off in the direction of the library.

_Back to present..._

I still couldn't believe it. This all had to just be a nightmare, and I would just wake up. This just couldn't be happening. This...it couldn't be happening.

I didn't know what happened to the other ponies. I didn't want to know. I could only hope that they made it alright, and are safe somewhere. Thinking about what may have happened to them...I couldn't do it.

Spike had burped up a message saying that Princess Celestia was sending the Royal guards to deal with all the demons. And that afterwards, she would send another letter saying it was safe to go outside, allowing us to then get the Elements of Harmony and seal the portal. But said second letter never came.

We had tried to come up with a strategy to get to Canterlot, but nothing could be done. Everything seemed hopeless.

"Twilight?" I heard Spike say. I looked at him, who was hiding in a corner.

"What is it?" I asked.

"Are we going to die?"

"I...I don't know, Spike." I answered truthfully. I honestly didn't know. Though based on what was currently happening, it was close to obvious what was going to happen.

It proceeded to be silent, the only sounds from the demons outside the door. I hadn't looked outside since the incident three days ago. I didn't want to look. Just imagining it was bad enough. I wanted to just wake up. Everypony did. To just wake up from this. No demons, no hell on Equestria. But we knew that this wasn't a nightmare, as much as we wanted to believe it was.

I lowered my head and shook it. I didn't know what to do. We couldn't stay here forever. Pinkie's infinite cupcakes and juice can't be really infinite, right? We had to get out sometime, but where? Outside the door was only demons. We had thought about trying to fight them off, but decided it would only end in all of us...dieing. Everything seemed hopeless. Just thinking about it started to make me tear up.

I noticed some orange heading over to me in my peripheral vision. I slowly looked to see Applejack heading towards me. I simply lowered my head back down.

"Twilight..." Applejack said, putting a hoof on my shoulder to try and comfort me.

"It's hopeless." I replied.

"It might not be, Twilight. All we have ta do is wait and see."

"No, Applejack. It's hopeless. We're all going to die here. And there's nothing we could do." I responded, beginning to cry.

"Now we don't know that fer sure, Twi."

"It's hopeless! There's nothing we could do. It's been three days. Face it. We're all going to die."

Applejack remained silent, not knowing what to say.

"She is right, AJ." Rainbow said, flying over to us. "We're probably all going to die here. But at least we can all die together, as friends."

"Yeah!" Pinkie added, bouncing over to us. "We can all die happy with the times we've had together as friends! All the parties, all the games, all the cupcakes."

"All the fun times we've had. Along with the hardships we have endured." Rarity stepped in.

"Because we're all friends together, and friendship is truly magic." Fluttershy said, the first thing she's said since the incident.

"Wow, thanks." I responded, feeling a little better.

"We're your friends, Twi. We'll help ya til the end." Applejack said.

"Thanks. That means a lot to me."

A few minutes of silence resumed. That was, until I heard footsteps dangerously close to the door. I looked over at the door.

I noticed the knob begin to turn. I simply looked down and closed my eyes. This was it. I knew it was only a matter of time before the demons found us. I began to think of the happy times I had with my friends. The innocent fun, the humorous jokes. At least I could die happy knowing I've lived a happy and fulfilled life.

I began to feel the embrace of my friends. At least we will share our final moments together.

I began to hear the door open. I proceeded to squeeze my eyes shut harder. This is was it. It was all going to end now.

I waited, nothing.

"What the hell?" I heard from the door. I slowly peeled my eyes opened at looked up at the door. What I saw, looked like no demon.

**A/N: DUN DUN DUUUUN! Shitz gonna happen. I don't know when the next chapter is coming up. Because I want to put some time and quality into this fic, plus I'm working on like over three more. So don't expect it to come any time soon. Rough estimate of around 1-4 months. End A/N**


	2. Chapter 2, Planning and moving

**A/N: Chapter two here, and faster than I thought it would be. Hope you enjoy. End A/N**

"Who are you? You sure as hell don't look like any demons I've seen." The figure at the door said, pointing some kind of instrument at us. There was no reply, so I decided to speak up.

"We're not demons. Our town, was invaded by them. We are the inhabitants."

"I thought as much. I've seen corpses of you...horses everywhere."

"We're not horses, we're ponies." Rainbow spoke up.

"Rainbow! Don't make it angry!" Applejack responded.

"If you're the inhabitants of this hellhole, I need you to tell me everything about this place." The green figure stated.

"And why should we trust you?" Rainbow asked, eying the figure suspiciously.

"Does it look like you have a choice? I could just walk away right now and leave you here to rot if that's what you want."

"It's right, Rainbow." I spoke up. "We don't have any other choice. We have to trust it."

"Fine. But you better explain what's going on." Rainbow replied.

* * *

"So...Doomguy?" I asked, the name sounding weird.

"That is what you can call me." He replied.

"Okay, Doomguy. Why are there demons in this town? Does this have to do with you?" I asked, hoping to get some answers.

"Recently, the demons in hell have begun opening up portals to different dimensions. There were three. I managed to destroy two before they went through, but the last one I couldn't get to in time. That last one being this world."

"You couldn't destroy the last one? Look at what's happened! Equestria has turned into a living hell!" Rainbow spoke up.

"Have you ever been in hell? I have been there, and came back alive. It's not a damn pretty sight, that's for sure as shit. You haven't seen anything yet." He replied.

"Rainbow, can ya please just let him talk?" Applejack tried to reason.

"Fine."

"As of now, I have no way of sealing the portal. The only option is to kill all the demons until they stop coming." He stated.

"Actually," I began. "There is a way to seal the portal."

"How?" He responded.

"We need the Elements of Harmony. They're located in Canterlot."

"What are the Elements of Harmony? And where is Canterlot?"

"I have a book somewhere about those, let me find it." I proceeded to run over to the bookshelf I had down here, filled with spare books.

_'Where is it...'_ I continued to flip through books. I finally came across the one I was looking for.

"Okay." I quickly got back to Doomguy. "Here it is." I said, opening up the book to a certain page.

"Canterlot is here." I said, pointing to the city hanging off the mountain. "And these, are the Elements of Harmony." I proceeded to flip to a different page, pointing at the picture of the elements.

"So I have to climb a mountain, and get a bunch of jewels?"

"Not exactly. We're coming with you."

"Eep!" I heard from the back of the room, most likely being Fluttershy.

"If you come with me, you're going to get yourselves killed. It would be best if you wait here while I get the Elements of Harmony."

"It's not that easy, Doomguy. You see, only we can use them."

"So then can't I just come back and give them to you?"

"Not quite. A while ago, after the fight we had with Discord, Princess Celestia changed the lock on the door for the Elements of Harmony. We all need to be there to open the lock."

"Alright, but who is Discord, and Princess Celestia?"

"Princess Celestia is the ruler of this land, and Discord was a villain we fought a while ago. Now, we need to get going and get the Elements before things get even worse then they are now! We can take the train. I doubt anypony is going to be there, so we'll have to operate if ourselves."

"Not yet. You aren't even prepared, and I still don't know your names yet." Doomguy replied.

"Oh, sorry about that. That over there is Rarity." I responded, pointing at Rarity. "Over there is Applejack. Pinkie Pie, Rainbow Dash, Fluttershy, and I'm Twilight Sparkle."

"Alright, Twilight. Can anyone here defend themselves? I can't protect you all."

"Rainbow Dash and Fluttershy have wings. Me and Rarity have horns, which enables us to use magic. Applejack is probably the strongest out of this group." As I said that, I heard a grunt coming from where Rainbow Dash was. "And Pinkie Pie is...well, Pinkie Pie." I answered.

"What kind of magic do you have?"

"I know a few combat spells and healing spells. I don't know about Rarity. What do you know?" I asked, looking at Rarity.

"I know nothing about combat, or anything violent. Such things are too brute for me." Rarity responded.

"That doesn't mean you're not gonna fight." Doomguy responded, chucking some kind of instrument to her, which she caught with her magic.

"What is this?" Rarity asked, examining it.

"That is a gun, pistol to exact. If you pull the trigger, it'll fire a round in the direction you point it at. Use it to defend yourself, because I'm not gonna be able to cover all your asses at the same time." Doomguy replied.

"So I take it what you're holding right now is a gun?" I asked, looking back at him.

"Yes. This is a shotgun. Instead of firing just one projectile, it fires multiple smaller ones, meaning less of a chance of missing. I had many more weapons, along with medikits, armor, and ammo, but when I went through the portal, they somehow warped out of my possession. I managed to find the shotgun on the way here, the others probably in different places of this world. Now the rest of you better be able to defend yourselves, because shit is going to hit the fan."

We all proceeded to walk up to the door. Doomguy then opened it, stepping outside. I was a bit hesitant at first. I didn't want to look outside. Just imagining the horrors was hard enough.

"C'mon. We don't have all day." I heard him say. I slowly began to peel my eyes open. What I saw confused me. I was expecting to be inside the library, not outside. I opened my eyes more and looked around. Most of the library had been destroyed, only a few walls left standing. Books were littered all over the place, some ripped in half with pages scattered everywhere.

"My books-" I was cut off when I looked outside the library. Blood...pony bodies...guts...I resisted the urge to throw up. It was horrible. I literally felt my eye twitch just looking at it. I tried to move, but the sight of everything seemed to paralyze me. I was cut off of my daze when Rainbow flew in front of me.

"Twilight you gotta snap out of it. The faster we get the Elements of Harmony, the faster we can fix this mess." Rainbow said, her crimson eyes looking into mine.

"...Okay." I managed to say, shaking my head slightly to try and get back into focus to the matters at hand.

"Looks like we've got company." Doomguy stated. I looked ahead to see three brown figures. The ones that I had first seen come out of the portal.

"What in the tarnation are those creatures?" Applejack asked, looking over at them.

"Imps. They can be nasty little shits too." He replied. He raised his instrument at the small group, and shot, creating a loud banging noise. The imp in the middle flew backwards, blood and guts spewing out. I had to resist throwing up, yet again. He proceeded to shoot the other two, sending them back and killing them both.

"We better get going, and fast, before more demons show up. Which direction is the train?" He asked.

"It's, it's right over there." I replied pointing in a direction. "At least I think it is. Nothing looks familiar."

"I can fly up in the sky real quick and check." Rainbow stated.

"That would be useful, but you're gonna have to watch out for Cacodemons and Lost Souls. They can fly." Doomguy replied.

"Alright, be back in ten seconds flat!" Rainbow replied, flying up in the air.

"Ah sure hope she'll be okay." I heard Applejack say.

"Me too, but we can't afford to take a wrong direction." I replied. I then heard another bang. I looked to see more imps.

"Looks like we've already attracted a lot of attention. Your friend better get back here quick, or someone's going to get hurt." Doomguy stated, shooting the next one. I proceeded to look around me. Applejack was bucking a nearby imp that had somehow made it close to the group, Fluttershy was hiding behind Pinkie Pie, who was look up for something. I lost focus for a second, and stared off in the distance, overlooking the town. I didn't want to see it, but I just couldn't resist.

Although now wasn't the best time for sight seeing, my mind was still at a blank. Not to mention I was tired from staying up almost constantly in the basement, in consistent fear something would come through. My eyes regained focus again, and I scanned the landscape. Houses and buildings torned down, the vibrant green grass, stained red with blood and guts from what were the friendly ponies of this town. I tried to get out of the daze I was in, and try to focus at the situation at hand, but couldn't.

"Twilight! Look out behind ya!" I heard Applejack call out from across the group. My mind snapped back into place as I quickly turned behind me, only to see an imp right in-front of me. I was blinded in fear. I tried to move, or do a magic spell, but I was too paralyzed in fright to do anything. I only watched as it began to swipe it's claws at me. I squeezed my eyes shut, expecting this to be the end of this nightmare. Instead, I heard a different banging noise, and the feeling of something spraying onto my face. I slowly opened my eyes, to see the imp, only missing a head, blow spewing out from the neck. It proceeded to fall to the ground, dead.

"Twilight!" I heard Rarity called out, who I saw in my peripheral vision running over to me. I slowly turned my head, still shocked, to see her run toward me, her white coat covered in blood.

"Are you okay Twilight?" Rarity asked.

"...Y-Yeah, I think I am." I replied, my mind still a little blown. "What happened?"

"That imp creature almost got you. I killed it before it hurt you." She replied.

"Oh...thank you." My mind then suddenly snapped back into place. "My gosh Rarity! You..."

"What? Is it how I look? Please, don't talk about it. Everything will be just fine, just fine." Rarity replied, very quickly, laughing nervously at the end.

"Are you okay?" I heard Applejack say, running over to me. I looked over to see her, covered in blood as well. "Ah'm so sorry ah couldn't get ta ya in time. I tried to get over there, but one of them creatures ran in-front of me, and-"

"It's okay Applejack, I'm fine." I interrupted.

"Phew, that's a relief. What about you Rarity?"

"Oh I'm just fine darling. Just, fine." She responded, nervously.

"We'll find a way ta clean yer coat off later-"

"No one said anything about my coat! It's as clean as day! Just fine!" Rarity interrupted.

"I wouldn't mention anything about that to her for the time being." I spoke up.

"Uh, okay then. Ah think that's the last of'em in this attack. We should be safe for the time bein. At least everypony made it out alright."

"Yeah." I replied. Something felt like it was missing. I looked around. _'Fluttershy, Pinkie Pie, Applejack, Rarity. Rainbow's searching for the train. Who's missing...Spike!'_

"Has anyone seen Spike!?" I yelled out.

"Twi, he's on yer back." Applejack replied flatly.

"What?"

"I'm right here." I heard him say, looking at me from the side of my head.

"Oh, phew, good. For a minute I thought I had lost you. I don't know what I would've done..." I trailed off.

"Mmm." Spike simply replied, out of ordinarily. All the horror must've of gotten to him, which I didn't blame him. He's too young to be witnessing any of this. A scary movie is different. This is real life, in our home town.

"I'm back!" I heard Rainbow announce, coming back down.

"What did you find?" I proceeded to ask.

"You got the direction right Twilight, it's that way." She replied, pointing in a direction. "But be careful. I saw a lot of demons on the way too. I could take them all out in a breeze, of course, but I'm worried about you guys."

"Oh yeah, Ah'm sure ya can take them all out. Ah had a hard enough time tryin to take out just a few." Applejack responded.

"Yeah, but-"

"We don't have time for this." Doomguy spoke up. "We gotta moving, before another wave of hellspawn comes."

"He's right." I replied. "C'mon everyone, lets go." We began to run off in the direction of the train.

**A/N: Chapter two over. Hope you enjoyed. Don't expect the next one to be up as fast as this one got up though. End A/N**


	3. Chapter 3, Advancement

**A/N: Chapter three finally here. Hope you enjoy. Also, due to someone's suggestion, the POV's have changed. This whole chapter is in the Doomguy's POV. End A/N**

**Doomguy's POV**

We continued running, trying to avoid as many demons as possible. Demons we couldn't avoid, I killed, and continued running. I had to feel bad for these ponies. They looked like they had never been in any type of war, or hell. But this was life. You just gotta deal what it throws at you, or you're just going to be shit out of luck.

"I can see the train!" I heard the loud and hyper pink pony state, who I remembered as Pinkie Pie. I looked ahead, to see a moderately sized train.

"Keep it up we're almost there." I called out, still running toward the train. As I approached it though, I noticed a Hell Knight standing a few feet in-front of it.

"What is that!?" I heard the purple mare, Twilight yell.

"It's a Hell Knight. I'll deal with him. You all get in the train."

"But-"

"Just do it!" I interrupted. "I'll get on the train after I deal with him. Just go!" The ponies proceeded to run around him, in which he looked at them. I shot him, distracting him, and causing him to look at me. I looked behind him to see all of the ponies scampering into the train. I looked back at the demon, to find him throwing a green fireball at me.

I quickly jumped to the left, before shooting him again, causing him to flinch. I noticed an imp in the corner of my eye, and turned to him, shooting him. He got blown back, blood and guts spewing out of his chest. I quickly turned back around to see another green fireball. I barely managed to roll out of the way, before shooting him again. I then noticed a orb of red coming to the left of me in my peripheral vision.

I glanced over there, to see an imp's fireball, from another imp. I had to hurry this up. I jumped back, and turned around, to see the imp in the distance. I aimed, and shot, sending him back. Upon doing that, I felt a burning pain to my right. One of the Hell Knight's green fireballs had hit me while I was distracted.

"Dah shit!" I yelled, grasping my right arm. I then heard a loud screeching noise, as I noticed the train begin to move. I turned back to the Hell Knight, to find another green fireball heading in my direction. I quickly jumped to the left, but it still managed to scrape me. I then shot him again, and again, him proceeding to disintegrate as he died.

I quickly glanced back towards the train, to see the train moving off at a faster speed. I began to run toward the door, but I began to doubt I was going to make it. I noticed the purple mare look out one of the windows, her horn glowing. I suddenly felt myself being lifted, as I floated above the ground. I approached the door, to see the rainbow maned pony open it. I was gently thrown inside, before the light-blue mare closed the door.

"That was just in time!" Twilight stated, looking at me. "Are you okay? You don't look so good."

"I'm fine. It's just a few scratches." I replied.

"It's more than a few scratches. Let me see what I can do." She responded. I was reluctant, but let her do what she had to do. She approached me, and her horn began to glow. I began to feel a soothing feeling, that lasted a few seconds. I noticed some of my cuts and scrapes heal slightly. "That should help."

"Hey y'all! Ah think ah found something over here!" I heard a voice call out from another room. I recognized the distinct southern accent by the orange pony named Applejack. We all proceeded to get up, and went into the other room.

Upon arriving, I saw her next to what looked like a Chaingun, with several green boxes of ammo next to it.

"What in the tarnation is this thing?" She asked, confused. "Do you know anything about it Doomguy?"

"It's a Chaingun. It fires multiple rounds at a fairly quick speed." I went over to it, and picked it up.

"You." I stated, looking at the white mare. "What was your name again?"

"R-Rarity." She replied.

"You can have my shotgun. You can give the pistol to the lizard on Twilight's back."

"First off, he's not a lizard. He's a baby dragon, and his name is Spike." Twilight responded. "Second, he's way too young for this! He's still only a baby."

"He has to be able to defend himself. What if he gets trapped and no one can get to him?" I replied.

"I'll be watching him."

"You can't constantly watch him. He might fall off your back, or you'll be too injured to help him. What then?"

"...Fine. You do have a point..." She finally said. I went over to Rarity, and gave her the shotgun, taking the pistol. I proceeded to walk over to the baby dragon.

"You're gonna use this to defend yourself. You point, pull the trigger, and it shoots. It's gonna kick back when you do that, so you have to be ready." I gave him the gun, before walking over to the chaingun. I picked it up, and grabbed the ammo boxes. "You better get ready, because it's most likely gonna be a demon-infested mess inside Canterlot. Now try and get some sleep. You're gonna need it." I then walked out of the room. I saw a bunk-bed, and climbed up to the top. Over the time I've spent in hell, I've learned it's important to get sleep whenever possible. I closed my eyes, and tried to get to sleep.

* * *

"Uh, guys! I think we have a problem!" I heard in the darkness. I opened my eyes, and quickly jumped down from the bed, being sure to bring the chaingun with me. As I went to where I thought I heard the voice, I noticed the ground was moving faintly. I hurried my way to the back of the train, to see the rainbow maned Pegasus, who I remembered as Rainbow Dash.

I went to ask what the problem was, but found my answer looking out in the distance. Pinky demons. It had to of been over a hundred, if not thousands chasing after the train. They appeared to be catching up.

"Can't this train go any faster?" I asked, examining the horde.

"I'm not sure." She replied.

"What's going on?" I heard someone behind me ask. I turned my head to see Twilight approaching, seeming to be very tired. It didn't look like she had been able to go to sleep, which I didn't blame. Back in the beginning, I had the same problem. That paranoia feeling, never knowing if you're going to be found, or just in such a state of shock it seems impossible to go to sleep.

"Go see for yourself." I replied, moving to the side. She walked ahead, her eyes widening when she saw the horde.

"Oh my Celestia..." She trailed off, gazing into the horde.

"They're catching up to the train! Is there any way you can make it go faster?" Rainbow asked, looking at Twilight.

"I'll...I'll see what I can do." She replied.

"Good. Go wake everyone else up while you're at it, if they're not already up." I stated, before looking back at the horde. "They're catching up fast too. If they manage to catch up, we're gonna have to kill them as they enter."

"You sure? That's alot of them." Rainbow responded.

"We have no other choice. We either live, or we go down fighting."

"Well, I'm in! I'll go check up on Twilight." She said, before going out of the room. I continued to look at the horde, before exiting the room as well. I kept walking up, until I came across the engine room. As I entered, I found everyone else here as well.

"Is there anythin' ya can do?" Applejack asked, looking at Twilight.

"I might be able to increase the train's speed with my magic. Hopefully long enough until we pass the large gap that's a mile or so in-front of us." Twilight replied. "The spell is complicated though, and I'll have to put all of my concentration on it. And to keep it on."

"Then someone will have to stay in this room to protect her." I spoke up.

"Ah can do that. Ah'll be sure not ta yet a thing touch her." Applejack responded.

"Good. You, and Rarity can stay here." I replied. "Rainbow Dash, Pinkie Pie, and..." I then noticed the yellow Pegasus, whimpering in the corner. "Who were you again?" I heard her say something, but it was barely audible.

"She's Fluttershy!" Pinkie responded.

"Is there anything you can do Fluttershy?" I asked, to which she did not respond.

"I would just leave her. This must be so much for her..." Twilight stated.

"Good enough. And what was this gap you were talking about Twilight?" I proceeded to ask, looking at her.

"Ahead about a mile or so, there's a huge gap. The train tracks lead over it, in which these demons hopefully won't be able to cross." She answered.

"Don't underestimate them. I've made assumptions like that too, and they never fail to do otherwise. We'll need a way to destroy the tracks, to make the gap un-crossable by anything on land."

"But how?"

"Maybe there's something on this train we can use. Rainbow, search the train and see if you can find anything."

"Yes sir!" She replied, doing a salute. She proceeded to exit the room.

"Pinkie, you're with me. Twilight, you can start the spell now. Lets get moving." I then exited the room, the pink pony following behind. As I did, I noticed a purple glow surrounding the train through the windows. I suddenly felt it begin to move faster, causing me to grab a nearby wall to keep balance. After a few seconds, I let go, and continued making my way to the back of the train.

Within the time frame of a few minutes, we arrived at the back of the train.

"Ooh. Look at them all..." Pinkie stated, her eyes scanning across the horde behind the train. I looked at them as well, noticing them fall further behind as the train moved faster.

"Good. They're falling behind. We should be alright, for now." I exclaimed, leaning against the wall.

"And that's good! Less demons, more better!"

"Yeah..." I looked at her confusingly. She was too cheery and happy in this situation. Something was up with her. "Pinkie Pie."

"Yes Doomguy?" She asked, turning her head to me.

"Why are you so cheery? Your homeland is being overrun by demons, your species and everything else are dying. And you seem un-affected by this. Why is this?"

"It's good to be happy! Sure this is all affecting me... but going all sad about it isn't going to help."

"That is true, but what keeps you so happy? You clearly see everything happening around you, yet you are not saddened as much as one would consider normal."

"It's just... I never liked feeling depressed or sad, so I choose not to. A smile is always better than a frown!"

"Well, if that is what you choose to do, then that's fine with me. I'm not going to bother you about it anymore, if you don't want to talk about it."

"Aww that's okay! Feel free to talk to me about everything!"

"I'll keep that in mind." As I was standing there, I noticed the train begin to slow down.

"Huh? Why is the train slowing?" Pinkie asked, looking around confusingly. I noticed the purple glow surrounding the train begin to diminish slightly.

"It's Twilight. Let me go check on her. Stay here and let me know when the demons start to get close." I stated, beginning to head out of the room.

"Will do!" Pinkie replied, before I exited the room. I quickly made it through all the different rooms of the train, before I made it to the engine room Twilight was in. She looked like was about to faint, Applejack holding her up carefully.

"What's going on?" I asked, looking at the scene in-front of me.

"Twi's exhausted! She can't keep goin' on like this." Applejack responded, looking at me.

"How much longer until we pass the gap?"

"We still have a long way to go." Rarity replied.

"Shit. Looks like things are going to get ugly. Twilight, try to keep that spell going for as long as you can."

"That's too much for her! She's about ta pass out!" Applejack responded.

"Hey, if these demons catch up to the train, all hell is going to break loose. The longer she keeps that spell going, the higher chance we'll make it out of this."

"..Alright..." She replied reluctantly, looking back at Twilight. "Yer gonna be okay, Sugarcube." I proceeded to exit the room.

"Rainbow Dash!?" I called out. A few seconds later, she came into the room.

"What is it?" She asked, looking at me.

"What did you find so far?"

"A few things. Let me get them real quick." She then exited the room, me leaning against the wall. About a minute or two later, she came back, dropping a bunch of random objects on the floor. "This is all I found that seemed useful, or strange." I examined the pile, kneeling down next to it.

_'Medikit, Green Armour, Rocket Launcher. Perfect.'_

"Is any of it useful?" She asked.

"Yes. With this rocket launcher, did you find and rockets?"

"A what with some what?"

"Nevermind. Just look for a wide tube-like object, with a flat base, slowly narrowing to the top, making a bit of a point."

"On it!" She replied, flying out of the room. I proceeded to put on the Green Armour, and grab the rocket launcher. I then made my way to the back of the train, arriving within a few minutes.

"There you are! How's Twilight?" Pinkie asked as I approached the back.

"Not too good. If she doesn't keep up the spell, those demons are going to catch up. And she doesn't look like she can keep it up much longer." I replied, looking at the horde of demons.

"That's not good! What happens if the demons catch up to the train?"

"Multiple possible outcomes. Someone could die, the train can crash. Whatever it is, it's gonna be bad."

"I don't want anything bad to happen! I'll go see if I can help Twilight in any way, okay?"

"I don't see how you can help, but go ahead." She proceeded to exit the room, me continuing to look at the horde. There wasn't much I could do right now. Only wait.

**A/N: Chapter three over. Hope you enjoyed. I'm not entirely sure when the next one will be up, unfortunately. End A/N**


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